. DC Advisory Consulting Services Agreement This agreement ( Agreement ) describes the consulting services provided in the DC Advisory program ( DC Advisory ), an investment advisory service of. (the Firm, we or us as the case may be). On behalf of the Plan Name AB ( the Plan ), Company Name AB, the named fiduciary of the Plan (together client, you or your") hereby retain the Firm to provide the consulting services to the Plan, excluding company stock held in the Plan, and any self-directed brokerage accounts under the Plan, in accordance with the terms and conditions set forth below. 1. Services We, through DC Advisory, will provide the following service(s) as reasonably requested by you: (a) Plan Program Consulting Assistance with the search and selection of retirement plan program providers, facilitation of plan conversions, fiduciary support, plan feature reviews and fee analysis and benchmarking. information regarding: Plan fees summary; investment line-up summary; investment fees paid to various service providers; relative plan complexity; and participant success measures. Information used in this report is obtained from third-party sources which we believe to be accurate. UBS will not independently verify and does not guarantee the accuracy of this information. Program Provider Search Assistance in the search and selection of a retirement plan program provider. These services may include an analysis of your current program; development of criteria used in selecting program providers; evaluation of proposals received from prospective program providers; preparation of potential investment fund mappings and assistance with the transition and conversion to a new provider. Searches may include program providers who are available through the UBS Select for Corporate Plans program ("UBS Select program"). A list of the UBS Select for Corporate Plans program providers is included in Exhibit A. At your request, we may also include program providers who are not available through the UBS Select program and for whom UBS does not conduct due diligence on. Fiduciary Support UBS Defined Contribution Fiduciary Kit training for committee members and support staff. The kit includes: Fiduciary Guide Sample minutes of Benefits Committee Meeting Sample Board of Directors Resolution 404(c) Checklist Plan Administration Checklist Plan Feature and Benchmarking Review Assistance in benchmarking and reviewing various plan features to determine whether they are meeting the needs of the plan and plan participants. Fee Analysis and Benchmarking Assistance in conducting a benchmarking analysis of your Plan's fees and provide an evaluation, review and analysis of your fees in relation to other retirement plans. As part of this service, we will provide a report that may include benchmarking (b) Investment Consulting Assistance in the development and preparation of an Investment Policy Statement utilizing our standard template and assistance with the review and selection of the Plan s investments. Investment Policy Statement The Investment Policy Statement is a written document that addresses various components of your overall investment plan and outlines the criteria utilized to monitor the investments offered in the Plan. We will review the investment policy statement with you on a periodic basis. Performance Monitoring and Evaluation Reports We will provide performance reports on a periodic basis for the Plan's investment funds. The reports may include the following: Alerts for investment options not meeting IPS criteria Performance compared to peers and benchmarks Risk and return analysis Style drift Investment costs Plan asset allocation summary Correlation matrix Stock intersection Morningstar measures UBS fund scoring Our review of the Plan may cover investment funds or other investment vehicles which the Plan retained or purchased, as the case may be, at other institutions prior to entering into this Agreement and without our recommendation, or which the Plan may in the future purchase or retain on an unsolicited basis without our recommendation. If the Firm does not serve as a distributor or has not conducted due diligence on any of the Plan's investment funds, you will be asked to 1
acknowledge in writing that those funds have not been recommended by our Firm. Investment Searches We will identify investment funds for your consideration from among those included in the Firm s databases and for which our Firm serves as distributor or those investment funds as to which the Firm has conducted due diligence reviews. Investment fund recommendations are made on the basis of information provided by you and publicly available information regarding various investment funds provided by various third-party databases. (c) Employee Education Consulting We will provide a review of the Plan s current education program and recommendations for improvements. We will provide general investment education, which will include educational seminars to your employees utilizing materials which have been reviewed and approved for use by our Firm. Services may include providing general seminars focused on educating employees about topics such as asset allocation, the definition of various asset classes, potential risks and rewards, the advantages of tax deferred or tax free investing, options available when receiving a retirement plan distribution and other similarly generic subject matter. These seminars are generic in nature and do not contain recommendations to invest in a particular security. 2. Client Information You agree to provide us with all material and pertinent information regarding the Plan s investment objectives and the historical performance of your investments, as well as any other relevant matters that we may request from time to time. You understand that we will rely on the information you provide to us without further verification and represent that such information is true, accurate and complete as of the date provided. You agree to notify us in writing promptly of any material changes to such information. 3. Third Party Sources of Information The reports we provide to you may include information obtained from third-party sources. Any information we provide to you that has been obtained, computed, formatted or displayed by outside sources is believed accurate, but the thirdparty information, including information from your custodian, has not been independently verified and we cannot guarantee its accuracy or validity. Of course, information regarding past performance cannot guarantee future results. 4. Fees If you are using a program provider not approved by our firm, you must direct your custodian to provide us with copies of quarterly statements for purposes of calculating fees. In consideration of the services rendered under this Agreement, you agree to pay us an annual fee of $ or % of the assets covered by this Agreement. We will not receive 12b-1 fees, transaction based compensation or any other revenue directly from the investment offered in the plan. Our fee may be paid by one or more of the methods below. Payment Method(s) Invoice to the Plan or Plan Sponsor The fee shall be payable in arrears in quarterly installments at the close of each calendar quarter. We will forward to you an invoice at the close of each quarter requesting payment. The fees will be prorated for the number of calendar days in the quarter (i.e., Annual Fee / 365 X (number of days in the quarter). The fees shall be due 30 days from the date of the invoice. Automatic Payment by Plan Provider The fees shall be calculated and remitted by the Plan Provider in arrears no less frequently than quarterly. We will provide a quarterly statement to you detailing all fees we have received during that quarter. 5. Mutual Fund Compensation If you select any mutual funds as an investment, you may not list the Firm or any employee of the Firm as broker of record to receive finder s fees, sales charges or commissions, 12b-1 fees, or similar compensation disclosed in the prospectus or statement of additional information for each such mutual fund ( Mutual Fund Compensation ). 6. Recommendation of Affiliated Mutual Funds We will not present for your consideration any affiliated / proprietary mutual funds. Recommendations of affiliated/proprietary mutual funds present a conflict between your interests and those of the Firm, since retaining those or purchasing those funds will result in increased compensation to the Firm and/or a member of the UBS organization. If our fees are based on the value of the assets in the Plan, we will not include the value of the affiliated/proprietary mutual funds in that value. 7. Other Plan Assets If your plan contains loans or self directed brokerage accounts and our fees are based on the value of the assets in the Plan, we will not include the value of the loans or self directed brokerage accounts in that value nor will we provide services to the Plan or act as a fiduciary under this Agreement with respect to such assets. The Plan acknowledges and agrees that certain participants have now or may have in the future self directed accounts with the Firm. The Plan further acknowledges and agrees that the brokerage or advisory services provided under any such accounts are those selected by the applicable 2
participant, are participant services and are unrelated to the services provided to the Plan under this Agreement. The Financial Advisor providing the advisory services to the Plan under this Agreement will not (i) provide any services to participants self directed brokerage accounts, (ii) receive any compensation in connection with any self directed accounts or (iii) refer participants to any other UBS Financial Advisor for the purpose of providing self directed brokerage account services. Stable Value Funds The objective of most stable value funds is to provide safety of principal and an investment return that is generally higher than a money market return, while providing participants the ability to withdraw their assets for ordinary transactions at book rather than market value. You understand, however, that the ability to withdraw stable value assets at book value has limitations based on the insurance contracts that wrap the underlying assets. In addition, most stable value funds require a hold period before assets can be withdrawn from the fund by the plan sponsor at book value and may refuse to honor book value withdrawals after communications from a plan sponsor or plan fiduciaries that it determines caused participants withdrawals. Additionally, the plan is often restricted from offering investment alternatives or plans that are viewed as competitive with the stable value offering. Finally, you understand that stable value funds are subject to counterparty risk of the insurers that provide the fund's book value liquidity. 8. Representations We represent that we are registered as an investment adviser under the Investment Advisers Act of 1940, as amended ( Advisers Act ), and that we are authorized and empowered to enter into this Agreement. We hereby represent that we will act as a fiduciary as the term is defined in Section 3(21) of ERISA with respect to any investment advice, as defined in the regulations thereunder, we provide to you or the Plan under this Agreement. We will not be responsible or act as a fiduciary with respect to any other functions or services including those rendered to you or the Plan by other entities or persons, including by investment fund managers. We further represent we will provide the services described in Section 1 in accordance with applicable law. You acknowledge that we, in providing the services described in this Agreement, (1) will not have or exercise any discretionary authority over the management or disposition of the Plan assets or otherwise act as an investment manager as such term is defined in Section 3(38) of ERISA; and (2) will not have discretionary authority over the administration or investment of the Plan. You represent that you are authorized and empowered to enter into this Agreement on behalf of the Plan as the plan fiduciary. If this Agreement is being signed on behalf of a corporation, trust, partnership or other business or legal entity, it is represented that applicable law and/or governing documents both authorize and permit this Agreement and provide for the authority of the person signing this Agreement. You also represent and warrant that the retention of the Firm for the provision of consulting services is prudent and that you have received sufficient information about the Program fees and the compensation UBS will receive to determine (and have determined) that the fees payable hereunder are reasonable. You also represent that any expenses you direct to be charged to the Plan are necessary for the operation of the Plan and properly payable from the Plan under the Plan documents and ERISA. 9. Effective Date The effective date of this Agreement shall be. 10. Termination You may terminate this Agreement within five business days of its signing and receive a full refund of all fees paid to us. Thereafter, either you or we may terminate this Agreement by notifying the other in writing and termination will become effective upon the receipt of the notice. However, termination will not affect your responsibilities under this Agreement for fees owed as a result of services rendered or cost incurred by the Firm prior to termination. Upon termination, our fees will be prorated. Upon termination, we will have no further obligation under this Agreement to act or advise you with respect to your assets. Such termination will not, however, affect the provisions regarding arbitration, which shall be deemed to survive any expiration or termination of the Agreement. 11. Additional Contractual Matters We do not provide legal, tax or actuarial advice. We will not be responsible for ensuring that your investment policy statement complies with specific legal or other requirements that apply to you or the Plan. That responsibility rests solely with you, and you should consult with your legal and tax advisors regarding those matters. You further acknowledge that you have retained and will exercise final decision-making authority and responsibility for the selection of any investment funds, record keeper, custodian or trustee as well as for the implementation of any investment plan or strategy resulting from the services provided under this Agreement. This Agreement represents the entire understanding with regard to the matters specified herein. The terms of this Agreement may be modified by the Firm subject to the mailing of prior written notice to you at least 30 days prior to the 3
change, and your continued acceptance of services after the effective date of the change shall be deemed consent to the change; provided, however, modifications to this Agreement by the Firm that affect your specific services or fees shall not be made without prior written consent by you. If any part of this Agreement is found to be invalid or unenforceable, it will not affect the validity or enforceability of the remainder of the Agreement. This Agreement is made and will be interpreted under the substantive laws of the State of New York provided that there is no inconsistency with the federal securities laws or ERISA. The Firm may not assign this Agreement without your written consent. All written communications from you regarding the matters covered by this Agreement shall be sent to your DC Advisory Financial Advisor unless you are specifically directed otherwise. All written communication to you or the Plan shall be sent to the address contained in the records at the Firm. This Agreement only governs the services and fees specified herein, and it shall not affect or be applicable to any other services provided to you, the Plan or any related person or entity by the Firm pursuant to separate agreement or understanding. Any other services provided to you or the Plan will be subject to separate fees or charges. 12. Arbitration This Agreement contains a predispute arbitration clause. By signing the Agreement the parties agree as follows: All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. Arbitration awards are presumed to be final and binding; a party s ability to have a court reverse or modify an arbitration award is very limited. The ability of the parties to obtain discovery, such as documents, witness statements and other information, is generally more limited and different in arbitration than in court proceedings. The arbitrators do not have to explain the reason(s) for their award, unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. Client agrees, and by carrying an account for you. agrees, that any controversy, claim or issue in any controversy which may arise between you and., that occurred prior, on or subsequent to the execution of this Agreement, including but not limited to, any controversy, claim or issue in any controversy concerning any account(s), transaction, dispute or the construction, performance or breach of this Agreement or any other agreement (whether entered into prior, on or subsequent to the date hereof) shall be determined by arbitration. Any arbitration under this Agreement shall be held under and pursuant to and be governed by the Federal Arbitration Act, and shall be conducted before an arbitration panel convened by the Financial Industry Regulatory Authority (FINRA) or any other national securities exchange's arbitration forum upon which UBS Financial Services Inc. is legally required to arbitrate the controversy with Client, including where applicable, the Municipal Securities Rulemaking Board. Such arbitration shall be governed by the rules of the organization convening the panel. The award of the arbitrators, or of the majority of them, shall be final, and judgment upon the award rendered may be entered in any court of competent jurisdiction. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration Agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: i. THE CLASS CERTIFICATION IS DENIED; OR ii. THE CLASS IS DECERTIFIED; OR iii. THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. Client expressly agrees that service of process in any action shall be sufficient if served by certified mail, return receipt requested, at your last address known to UBS Financial Services Inc. Client expressly waives any 4
defense to service of process as set forth above. 13. References If you would prefer that we not use your name on our client list, please circle no below: (we will not add you to our client list if you circle no) No If you would prefer that we not use your name as a reference, please circle no below: (we will not give contact names or phone numbers if you circle no) No 5
Exhibit A List of Providers ADP Aim American Funds Ascensus AUL One America BPA CPI Diversified Investment Advisors Fidelity Advisor Findley Davies Great West The Hartford Financial Group ING John Hancock Lincoln Financial Group Lord Abbett M&I MassMutual Mercer MFS Nationwide Newport New York Life Oppenheimer Paychex Principal Financial Prudential Putnam Scudder Securian Seligman Transamerica Wilmington Trust
By signing below, you acknowledge receipt of a copy of this Agreement. You also acknowledge that you have received and reviewed a copy of the. Disclosure Brochure for the DC Advisory program, which includes Fees (Item 5). You also acknowledge that you have received and reviewed a copy of the Form ADV Supplement Brochure which immediately follows the signature page of this Agreement. This Form ADV Supplement provides important information about your Financial Advisor and their team members (if applicable) and includes information regarding their education, professional experience, disciplinary history, other business activities and also provides information how UBS supervises them. You acknowledge that this Agreement contains a pre-dispute arbitration clause in Section 12 above. BY: (authorized representative(s) of the plan fiduciaries) Plan Fiduciary Signature Print Name Date Plan Fiduciary Signature Print Name Date Plan Fiduciary Signature Print Name Date BY: (authorized representative(s) of the company) Authorized Representative Print Name Title or Capacity Date Signature DC Advisory Financial Advisor Print Name Date Signature Branch Manager Print Name Date Signature AGREED TO: DC Advisory BY: Melissa Cowan Director Signature Print Name Title or Capacity Date